Fawad Maqbool
About Fawad Maqbool
Fawad Maqbool is Chairman, President, CEO, and Treasurer of AmpliTech Group, Inc., serving since founding AmpliTech in 2002. He holds a B.S. in electrical engineering (microwaves/RF) and biomedical engineering from City College of New York and an M.S. in electrical engineering (microwaves/RF) from NYU Tandon; prior roles include Aeroflex Amplicomm President (2000–2001), MITEQ Department Head (1987–1999), and Hazeltine microwave design engineer (1983–1986) . Pay-versus-performance shows the PEO’s compensation actually paid of $942,394 for 2024, with TSR at $130 on a $100 base and net loss of $(11.24)M; 2023 CAP was $579,640 with TSR $54 and net loss $(2.47)M; 2022 CAP was $858,739 with TSR $61 and net loss $(0.68)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hazeltine Corporation | Microwave Design Engineer | 1983–1986 | Microwave design engineering foundation in RF |
| MITEQ, Inc. | Engineering Group Leader → Department Head | 1987–1999 | Led 32 staff; scaled RF engineering and operations |
| Aeroflex Amplicomm, Inc. | President | 2000–2001 | Oversaw fiber optic amplifier design/development |
| AmpliTech, Inc. | Founder, Chairman, President, CEO | 2002–present | Strategic leadership, product and industry expertise |
External Roles
- No current public-company directorships disclosed for Mr. Maqbool beyond AMPG’s board .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 500,000 | 446,154 (reflects 20% voluntary cut mid-2024; reinstated to $500,000 effective Jan 1, 2025) |
| Cash Bonus ($) | — | — |
- Officers voluntarily reduced salaries by 20% in June 2024; reinstated effective Jan 1, 2025 .
Performance Compensation
Equity Awards (Options)
| Grant Date | Type | Shares | Exercise Price ($) | Expiration | Vesting | Black-Scholes FV ($) |
|---|---|---|---|---|---|---|
| Dec 20, 2023 | Stock Options | 100,000 | 1.73 | Dec 20, 2033 | Quarterly over 5 years | 315,593 |
| Dec 20, 2022 | Stock Options | 100,000 | 1.92 | Dec 20, 2032 | Quarterly over 5 years | 357,425 |
| Jun 14, 2022 | Stock Options | 100,000 | 1.72 | Jun 14, 2027 | Quarterly over 5 years | 304,148 |
- Outstanding as of FY 2024 year-end: Dec 20, 2023 grant – 25,000 exercisable / 75,000 unexercisable .
- Plan features include change-in-control treatment: if awards are not assumed, options/SARs fully vest; restrictions lapse; performance units/shares deemed target achievement; otherwise awards may be assumed or cashed out at administrator’s discretion .
Pay Versus Performance
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO Compensation Actually Paid ($) | 858,739 | 579,640 | 942,394 |
| Average NEO Compensation Actually Paid ($) | 449,687 | 314,120 | 494,480 |
| TSR (Value of $100) ($) | 61 | 54 | 130 |
| Net Income (Loss) ($) | (677,107) | (2,465,439) | (11,242,404) |
Equity Ownership & Alignment
| Holder | Shares Owned | Options (exercisable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Fawad Maqbool | 2,663,364 | 270,000 | 2,933,364 | 14.03% (20,631,595 shares outstanding) |
- Hedging of company stock is prohibited under Insider Trading Policy (except company tradeable warrants) .
- No related-party transactions >$120,000 disclosed for 2024 .
- Stock ownership guidelines and pledging policies not disclosed; Section 16(a) compliance reported .
Employment Terms
- CEO employment agreement terms (bonus target %, severance multiples, non-compete) not disclosed in proxy; board set Maqbool’s salary at $500,000 effective Jan 1, 2022 and reinstated post voluntary 2024 cut .
- Clawback Policy adopted effective Oct 2, 2023, administered by Compensation Committee; applies to current/former executive officers upon restatements (“Big R” or “little r”) .
- Insider Trading Policy permits Rule 10b5‑1 trading plans; prohibits hedging/derivative transactions .
- Change-of-control equity treatment as noted above .
Board Governance
- Board leadership: Maqbool serves as both Chairman and CEO; no Lead Independent Director; board states combined role is in company’s best interest but will reassess; independent directors meet in executive session .
- Board composition: Five members; independent directors are Andrew Lee (Audit Chair), Daniel Mazziota (Compensation Chair), Shailesh “Sonny” Modi (Nominating & Governance Chair) .
- Meetings and attendance: Board held 7 meetings in FY 2024; each director attended 100% of board and committee meetings; independent directors held two executive sessions .
- Independence: Board determined Modi, Lee, and Mazziota are independent under Nasdaq and SEC rules; Lee qualifies as audit committee financial expert .
Director Compensation (Board)
| Director | FY 2023 Stock Awards ($) | FY 2024 Stock Awards ($) | Annual RSU Compensation (from 2025 Director Agreement) |
|---|---|---|---|
| Andrew Lee | 27,600 | 30,000 | 15,000 RSUs per year |
| Daniel Mazziota | 27,600 | 30,000 | 15,000 RSUs per year |
| Matthew Kappers (resigned Jan 17, 2025) | 27,600 | 30,000 | — |
| Shailesh “Sonny” Modi (appointed Jan 17, 2025) | — | — | 15,000 RSUs per year |
- Prior director restricted stock grants vested immediately: 15,000 shares each on Aug 18, 2023 ($82,800 aggregate) and Dec 19, 2024 ($90,000 aggregate) .
Say‑on‑Pay & Shareholder Feedback
- The company conducts say‑on‑pay at least once every three years; 2022 advisory vote support was ~85% “For” .
Compensation Structure Analysis
- Mix: CEO compensation comprised primarily of base salary and option awards; no cash bonuses reported for 2023–2024 . Options vest quarterly over 5 years, lengthening retention and alignment horizon .
- Governance controls: Clawback policy in place; Insider Trading Policy restricts hedging and allows 10b5‑1 plans .
- Equity plan capacity: Board seeking to increase plan shares by 2,800,000 (to 3,525,142 total), potentially dilutive; closing price on Oct 15, 2025 was $4.23 .
Risk Indicators & Red Flags
- Dual role (Chairman/CEO) without Lead Independent Director—potential oversight risk .
- Net losses across 2022–2024 despite improving TSR in 2024 .
- Expanded equity plan may increase dilution; company explicitly notes potential EPS/ownership dilution and anti‑takeover implications .
- No related-party transactions >$120,000; legal proceedings not disclosed—neutral/positive governance signals .
Investment Implications
- Alignment: Maqbool’s 14.03% beneficial ownership and long-dated, in-the-money options (e.g., $1.73 strike vs $4.23 price on Oct 15, 2025) suggest strong equity alignment but also potential episodic selling pressure as quarterly vesting continues through 2027–2033, especially under 10b5‑1 programs .
- Retention: Multi-year, quarterly vesting across 2022–2023 grants supports retention; change‑in‑control provisions could accelerate vesting if awards are not assumed, affecting event‑driven outcomes .
- Governance: Combined Chair/CEO structure and no Lead Independent Director warrant monitoring; however, independent committee chairs and full attendance mitigate some oversight concerns .
- Dilution vs incentives: Proposed plan share increase enhances flexibility for incentives across executives and directors but raises dilution risk; equity plan usage should be tracked alongside performance and say‑on‑pay outcomes .